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RNS Number : 4944T  Conduit Holdings Limited  24 June 2024

CHL PDMR RNS

CHL PDMR RNS

 

Pembroke, Bermuda - 24 June 2024

Conduit Holdings Limited

("CHL" - LSE ticker: CRE)

PDMR Notification

Grant of LTIP Award

CHL, the ultimate parent company of Conduit Re, a Bermuda-based reinsurance
business, today announces that the following awards over common shares of
$0.01 par value each in CHL ("Common Shares") were granted under the CHL Long
Term Incentive Plan ("LTIP") to the following person discharging managerial
responsibilities in CHL ("PDMR"):

(1)       Elaine Whelan, PDMR, has been awarded 248,123 Common Shares as
a Performance Share Award

The award was granted on 21 June 2024 as a conditional award and will
ordinarily vest on the third anniversary of the grant date, on terms that
vesting is conditional upon continued employment and is also subject to the
performance conditions, performance periods, dividend equivalents and malus
and clawback provisions set out below, in line with the Remuneration Policy
approved at CHL's 2024 AGM, and as disclosed in the Remuneration Report set
out in the 2023 Annual Report & Accounts.

Growth in Net Asset Value (NAV) per share - 75% weighting

Growth in NAV per share as the primary performance metric will ensure a strong
link is created for ensuring long-term growth and value creation for
shareholders is the main vesting determinant of awards. Year-end shareholders'
equity includes the comprehensive income (loss) for the financial year
adjusted for dividends declared. Intangible assets are excluded from
shareholders' equity to calculate the net tangible asset value per share.

The annual growth in NAV per share target range for awards is:

-    threshold 5%; and

-    maximum 13%.

Meeting the threshold target will result in 25% vesting of the relevant annual
tranche (75%) of the award. If the threshold target is not met, the relevant
annual tranche of the award will not vest. Performance between threshold and
maximum will be determined on a straight-line basis.

This performance condition will be measured on an annual basis, with the award
effectively split into three with each year's results being assessed against
the target. In each year, performance will be measured against the target
range to determine the level of vesting in respect of one-third of the total
award. Vesting will only occur after completion of the full three-year
performance period, and continued employment of the PDMR at the time of
vesting.

Absolute Total Shareholder Return (TSR) - 25% weighting

Using absolute TSR enables Conduit to provide an objective reward for
delivering value to shareholders. Total shareholder return is calculated as
the percentage change in Common Share price over a period, after adjustment
for Common Share dividends.

The TSR target range for awards is:

-    threshold 5%; and

-    maximum 13%.

Absolute TSR will be measured over the full three-year period of the award,
rather than each individual year within the period. Meeting the threshold
target will result in 25% vesting of the relevant element (25%) of the award.
If the threshold target is not met, the relevant element (25%) of the award
will not vest. Performance between threshold and maximum is determined on a
straight-line basis.

Committee discretion with regards to LTIP vesting

The Remuneration Committee may vary performance conditions applying to any
award after it is granted if an event occurs which causes the Remuneration
Committee to consider that it would be appropriate to amend the performance
conditions, provided the Remuneration Committee considers the varied
conditions are fair and reasonable and not materially less challenging than
the original conditions would have been but for the event in question.

If any year within the award vesting assessment produces a return that the
Remuneration Committee believes is significantly worse than competitors and
reflects poor management decisions, the Remuneration Committee will use its
discretion to determine the extent to which any relevant element of the LTIP
award shall vest fully (or to a lesser extent) based on the performance over
the full three year period.

PDMR's beneficial ownership interest

Elaine Whelan's beneficial ownership interest stands at 281,685 Common Shares
excluding the unvested shares which are the subject of the Performance Share
Award specified in this announcement.

PDMR Notification of Dealing Form

The notification below, made in accordance with the requirements of the Market
Abuse Regulation (EU) 596/2014 (which forms part of UK domestic law pursuant
to the European Union (Withdrawal) Act 2018, as amended), provides further
details of the transaction.

 1   Details of the person discharging managerial responsibilities ("PDMR") /
     person closely associated ("PCA")
 a)  Name                                              Elaine Whelan
 2   Reason for the Notification
 a)  Position/status                                   Elaine Whelan - PDMR
 b)  Initial notification/amendment                    Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                              Conduit Holdings Limited
 b)  LEI                                               21380085AE62D1BXSF19
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of  Common Shares of $0.01 par value

     instrument
     Identification code                               ISIN BMG243851091

                                                       SEDOL BN133N2
 b)  Nature of the Transaction                         Grant of a Restricted Share Award over common shares under the Rules of the

                                                 Conduit Holdings Limited Long Term Incentive Plan with a price of nil pence
                                                       per share.

 c)  Price(s) and volume(s)                            Price(s)

                                                       Nil

                                                       Volume(s)

                                                       248,123
 d)  Aggregated information                            NOT APPLICABLE

     Aggregated volume

     Price
 e)  Date of the transaction                           21 June 2024
 f)  Place of the transaction                          OUTSIDE OF TRADING VENUE

 

Media contacts

H/Advisors Maitland - Vikki Kosmalska / Genevieve Ryan

+44 (0) 207 379 5151

conduitre@h-advisors.global

Investor relations and other enquiries:

info@conduitreinsurance.com

Panmure Gordon (Joint Corporate Broker)

+44 (0) 207 886 2500

Berenberg (Joint Corporate Broker)

+44 (0) 203 207 7800

Peel Hunt (Joint Corporate Broker)

+44 (0) 207 418 8900

About Conduit Re

Conduit Re is a Bermuda-based reinsurance business with global reach. Conduit
Reinsurance Limited is licensed by the Bermuda Monetary Authority as a Class 4
insurer. A.M. Best has assigned a Financial Strength Rating of A- (Excellent)
and a Long-Term Issuer Credit Rating of a- (Excellent) to Conduit Reinsurance
Limited. The outlook assigned to these ratings is stable.

Conduit Holdings Limited is the ultimate parent of Conduit Reinsurance Limited
and is listed on the London Stock Exchange (ticker: CRE). References to
"Conduit" include Conduit Holdings Limited and all of its subsidiary
companies.

Learn more about Conduit Re:

Website: https://conduitreinsurance.com/ (https://conduitreinsurance.com/)

LinkedIn: https://www.linkedin.com/company/conduit-re
(https://www.linkedin.com/company/conduit-re)

 

 

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